UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K /A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:February 29, 2008
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________to ___________________
Commission file number:000-52824
AMERICAN URANIUM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada | 98-0491170 |
State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) |
600 17th Street, Suite 2800 South Tower, Denver, CO | 80202 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code | (303) 634-2265 |
Securities registered pursuant to Section 12(b) of the Act
Title of Each Class | Name of each Exchange on which registered |
Nil | N/A |
Securities registered pursuant to Section 12(g) of the Act
Common Stock, par value $0.00001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Note– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer | [ ] | Accelerated filer | [ ] | |
Non-accelerated filer | [ ] | (Do not check if a smaller reporting company) | Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity,as of the last business day of the registrant’s most recently completed second fiscal quarter:
40,982,625 shares of common stock at a price of $0.66 per share for total proceeds of $27,048,532(1)
1 The aggregate market value of the voting stock held by non-affiliates is computed by reference to the sale price of our stock which was the price at which our common equity was last sold as of the last business day of our most recently completed second fiscal quarter as reported on www.stockwatch.com.
Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 2,007,946(1)shares of common stock are issued and outstanding as of March 26, 2009.
1 On October 17, 2008, we completed a 46:1 stock consolidation, decreasing our issued and outstanding shares from 5,000,000,000 shares of common stock with a par value of $0.00001 to 108,695,652 shares of common stock with a par value of $0.00001.
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A amends the Company’s Annual Report on Form 10-K for the year ended February 29, 2008, filed with the Securities and Exchange Commission on June 30, 2008.
We are amending Item 7 to amend our disclosure regarding our anticipated cash requirements in order to provide more detailed disclosure.
We are amending Item 8 to insert a new audit report for the year ended February 29, 2008, to show where our financial statements have been restated. In addition, we have amended the description of our accounting policy regarding mineral property interests.
We are amending Item 9 to amend our disclosure changes in and disagreement with accounting on accounting and financial matters in relation to the fact that we engaged our independent auditor to re-audit our 2007 financial statements.
We are amending Item 9A to amend our disclosure regarding Disclosure Controls and Procedures to provide better and more succinct information.
We are amending Item 11 to amend our disclosure regarding Executive compensation to provide more narrative information.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits under Item 15 of this Form 10-K/A.
This Form 10-K/A does not reflect events occurring after the original filing date of the originally filed Form 10-K for the year ended February 29, 2008 or otherwise modify or update the disclosures set forth in that Form 10-K.
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FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” in our Form 10-Q filed on June 30, 2008 and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:
- risks relating to general or market-specific economic or market factors;
- risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;
- results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with our expectations;
- mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in production;
- the potential for delays in exploration or development activities or the completion of feasibility studies;
- risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration and development projects;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance, reclamation, post- closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and exploration; and
- other risks and uncertainties related to our prospects, properties and business strategy.
This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.
Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our", and "American Uranium" mean American Uranium Corporation, unless the context clearly requires otherwise.
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ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report on Form 10-K.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
We are an exploration stage company. We have commenced very limited operations and we currently have no business revenue. Our assets consist of cash and cash equivalents, prepaid expenses, nominal equipment and mineral property interests. There can be no assurance that we will generate revenues in the future or that we will be able to operate profitably in the future, if at all. We have incurred net losses in each fiscal year since inception of our operations. Our company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings.
Current Status of Exploration Projects
American Uranium Corporation has announced an exploration program at its Pinetree-Reno Creek property in Wyoming. Analysis of historical data (including 1,100 drill hole logs) acquired from Power Resources Inc. convinced American that no more exploration drilling will be needed at the Pinetree-Reno Creek property . We anticipate moving this property toward future operation as expeditiously as is feasible given the time required of the permitting process.
Anticipated Cash Requirements for Next Twelve Months to End on March 16, 2009
We estimate that our total expenditures over the 12 months to end March 16, 2009 will be approximately $2,869,000:
Consulting fees | $80,000 | |
General and administrative | 200,000 | |
Investor relations | 124,000 | |
Legal and audit | 72,000 | |
Management fees | 280,000 | |
Mineral property exploration costs | 2,113,000 | |
Total | $2,869,000 |
Consulting fees cover the expense of all out-sourced work, including but not limited to website and corporate development work.
General and Administrative costs include office rent, utilities, communication, office equipment and supplies, banking fees, Insurance, corporate materials, accounting, and temporary office assistance.
Investor relations costs include press releases, advertizing, and travel expenses related to promoting the company.
Legal and audit costs include the outsourced attorney and independent auditor fees.
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Management fees include salary paid to the Company’s President and fees paid to its financial manager.
Mineral property exploration fees consist of the following Pinetree-Reno Creek project expenditures:
- Claim maintenance: $100,000
- Travel expenses: $20,000
- Acquisition and maintenance of new mineral exploration claims: $1,098,000
- Data acquisition: $70,000
- Assignment of permits: $25,000
- Environmental/Permitting: $560,000
- Geological: $240,000
- Total: $2,113,000
At February 28, 2009, we had cash resources of approximately $908,734. We believe that we will require additional funds to implement our growth strategy in exploration operations over the next 12 months ending March 26, 2010. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. If we need and are unable to obtain additional financing, we could be forced to scale down or cease operations and investors could lose their entire investment in our common stock. We may continue to be unprofitable.
The recent weakening of economic conditions in the U.S. and around the world could have harmful effects on our ability to raise money to fund our planned operations. If this happens, we would likely go out of business and our investors will lose their entire investment in our company.
We believe that recent decreases in value of the common shares of many companies worldwide will make selling shares of our common stock increasingly difficult. If we are not able to sell enough of our shares to meet our financial needs, we will have to consider borrowing the money we need. A tightening of credit conditions has also been experienced in the economy recently. Because of the recent credit crisis, it is possible that we would not be able to borrow adequate amounts to fund our operations on terms and at rates of interest we find acceptable and in the best interests of our company. If we are unable to obtain the amount of money that we need to fund our operations, then we will likely go out of business and investors will lose their entire investment in our company.
We do not expect that the difficult economic conditions are likely to improve significantly in the near future. Further deterioration of the economy, and even consumer fear that the economy will deteriorate further could intensify the adverse effects of these difficult market conditions.
Liquidity and Capital Resources
Our financial condition for the years ended February 29, 2008 and February 28, 2007 is summarized as follows:
Working Capital
At | At | |||||
February | February | |||||
29 | 28 | |||||
2008 | 2007 | |||||
Current assets | $ | 4,379,596 | $ | 27,128 | ||
Current liabilities | 1,055,860 | 16,683 | ||||
Working capital | $ | 3,323,736 | $ | 10,445 |
4
Cash Flows
Year Ended | ||||||
(Restated) | ||||||
February 29 | February 28 | |||||
2008 | 2007 | |||||
Cash flows used in operating activities | $ | (1,674,466 | ) | $ | (25,821 | ) |
Cash flows used in investing activities | (310,992 | ) | - | |||
Cash flows provided by financing activities | 6,062,926 | 52,930 | ||||
Net increase (decrease) in cash during period | $ | 4,077,468 | $ | 27,109 |
Working Capital
The increase in our working capital from $10,445 on February 28, 2007 to $3,323,736 on February 29, 2008 was primarily due to the issuance of our common stock in the amount of $6,062,926, net of costs of share issuance and cash used in operations of which $950,000 was incurred to purchase historical drilling data related to our Pinetree-Reno Creek property.
Cash Used In Operating Activities
During the year ended February 29, 2008 we used net cash in operating activities in the amount of $1674,466 (2007 - $25,821). The cash used in year ended February 29, 2008 by our operating activities is primarily represented by mineral property expenditures of $1,204,528 (2007 - $7,000). Administrative expenses and investor relations net of interest income comprise the balance. For the prior year the cash used in operating activities is represented solely by administrative expenses.
Cash from Financing Activities
We received net cash from financing activities in the amount of $6,062,926 during the year ended February 29, 2008 compared to $52,930 during the year ended February 28, 2007. Net cash generated by financing activities is attributable to the private placement financings of our common stock that we have completed since our incorporation. We have applied these proceeds towards operations and our working capital.
Results of Operations
The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended February 29, 2008 which are included herein.
Our operating results for the years ended February 29, 2008 and February 28, 2007 for the respective items are summarized as follows:
Year Ended | Year Ended | |||||
February 29, | February 28, | |||||
2008 | 2007 | |||||
Legal and audit | $ | 198,231 | $ | 18,169 | ||
Financing costs | 761,565 | - | ||||
General and administrative | 42,517 | 5,295 | ||||
Management fees | 573,609 | 6,000 | ||||
Mineral property expenditures | 1,204,528 | 7,000 | ||||
Net loss | $ | 2,896,173 | $ | 36,464 |
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Revenues
We have had no operating revenues since our inception on March 23, 2005 through to the period ended February 29, 2008. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.
General and Administrative
The increase in our general and administrative expenses for the year ended February 29, 2008 was due to costs incurred to manage the administration of our Pinetree-Reno Creek property , including the establishment of a corporate office.
Legal and Audit
The increase in legal and audit fees for the year ended February 29, 2008 was due expanded scope of operations. Our accounting and auditing expenses were incurred in connection with the preparation of our audited financial statements and unaudited interim financial statements. Our legal expenses represent amounts paid to legal counsel in connection with our corporate activities and the preparation or review of our reports and other disclosure filed with the SEC. Legal and audit expenses will be ongoing during fiscal 2008 as we are subject to the reporting obligations of the Securities Exchange Act of 1934.
Financing Costs
The Company agreed to use its best efforts to register the August 2007 and January 2008 private placement common shares for resale by the purchasers within 180 days of issue. The Company also agreed, if the shares had not been registered by that date, to pay as a penalty to each purchaser an amount equal to 2% of the amount invested for each month that the shares remained unregistered, to a maximum of 6 months. At February 29, 2008, the shares had not been registered for resale and, as a consequence, the Company has accrued in accounts payable the full penalty as a financing cost in the amount of $761,565.
Management Fees
Management fees for the year ended February 29, 2008 include fees paid to the Company’s new president and chief financial officer and stock-based compensation of $414,184. Management fees for the year ended February 28, 2007 represent services donated by the Company’s former president.
Mineral Property Exploration Costs
During the year ended February 29, 2008 we expended $1,204,528 on our Pinetree-Reno Creek property , of which $950,000 was spent to purchase drill date that formed the basis of a technical report. Other expenses related to various environmental and permitting activities.
During the year ended February 28, 2007 we expended $7,000 on exploration on our mineral property to acquire a mineral property in Nanaimo B.C. The mineral property was subsequently written off. Management has determined that this property is not material to us and we will not conduct an exploration program on this property in the foreseeable future.
Off Balance Sheet Arrangements
Our company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
6
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
FINANCIAL STATEMENTS
(Expressed in United States dollars)
February 29, 2008
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DAVIDSON & COMPANY LLP | A Partnership of Incorporated Professionals | ||
Chartered Accountants |
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and the Stockholders of
American Uranium Corporation
(An Exploration Stage Company)
We have audited the accompanying balance sheet of American Uranium Corporation (An Exploration Stage Company, formerly known as Alpine Resources Corporation) as at February 29, 2008 and the related statements of operations, stockholders' equity and cash flows for the year then ended We have also audited the statements of operations, stockholders’ equity and cash flows for the period from inception (March 23, 2005) to February 29, 2008, except that we did not audit these financial statements for the period from inception (March 23, 2005) through February 28, 2007; those statements were audited by other auditors whose report dated February 19, 2009 expressed an unqualified opinion on those statements. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. Our opinion, insofar as it relates to the amounts for the period from inception (March 23, 2005) through February 28, 2007, is based solely on the report of the other auditors.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of American Uranium Corporation as at February 29, 2008 and the results of its operations and its cash flows for the year then ended and for the period from inception (March 23, 2005) to February 29, 2008 in conformity with generally accepted accounting principles in the United States of America.
As described in Note 8 to the financial statements, the Company adopted Financial Accounting Standards Board Interpretation No. 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109”, on March 1, 2007.
As discussed in Note 13 to the financial statements, the February 28, 2007 financial statements have been restated to correct a misstatement.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is an exploration stage company, has no established sources of revenue and is dependant on its ability to raise capital from stockholders or other sources to sustain operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Vancouver, Canada | “DAVIDSON & COMPANY LLP” |
June 20, 2008 (except as to Note 13, which is as of March 30, 2009) | Chartered Accountants |
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
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BDO DunwoodyLLP | 600 Cathedral Place | |
Chartered Accountants | 925 West Georgia Street | |
Vancouver, BC, Canada V6C 3L2 | ||
Telephone: (604) 688-5421 | ||
Telefax: (604) 688-5132 | ||
E-mail: vancouver@bdo.ca | ||
www.bdo.ca |
Report of Independent Registered Public Accounting Firm |
To the Directors and Stockholders of
American Uranium Corp.
(An Exploration Stage Company)
We have audited the accompanying balance sheet of American Uranium Corp. (An Exploration Stage Company) as of February 28, 2007, and the related statement of operations, cash flows and changes in stockholders’ equity for the year then ended and for the period from inception (March 23, 2005) to February 28, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Uranium Corp. at February 28, 2007, and the results of its operations and its cash flows for the year then ended and for the period from inception (March 23, 2005) to February 28, 2007, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had an accumulated deficit of $59,785 at February 28, 2007 and incurred a net loss for the year then ended of $36,464. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The statement of cash flows for the year ended February 28, 2007 has been restated to correct an error as described in Note 13.
/s/ BDO Dunwoody LLP
Chartered Accountants
Vancouver, Canada
February 19, 2009
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AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
BALANCE SHEETS |
(Expressed in United States Dollars) |
February 29, | February 28, | |||||
2008 | 2007 | |||||
ASSETS | ||||||
Current | ||||||
Cash and cash equivalents | $ | 4,104,596 | $ | 27,128 | ||
Prepaid expenses (Note 3) | 275,000 | - | ||||
Total current assets | 4,379,596 | 27,128 | ||||
Equipment (Note 4) | 8,960 | - | ||||
Mineral property interests (Note 5) | 8,160,000 | - | ||||
Total assets | $ | 12,548,556 | $ | 27,128 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Current | ||||||
Accounts payable and accrued liabilities (Note 6) | $ | 897,278 | $ | 1,500 | ||
Due to related party (Note 7) | - | 15,183 | ||||
Due to Strathmore Resources (US) Ltd. (Note 5) | 158,582 | - | ||||
1,055,860 | 16,683 | |||||
Commitments(Note 11) | ||||||
Stockholders' Equity | ||||||
Common stock, 5,000,000,000 shares authorized with a par value | 462 | 2,765 | ||||
of $0.00001 (issued: February 29, 2008 - 46,207,625; | ||||||
February 28, 2007 - 276,487,500) | ||||||
Additional paid-in capital | 14,426,442 | 50,215 | ||||
Donated capital (Note 7) | 21,750 | 17,250 | ||||
Deficit accumulated during exploration stage | (2,955,958 | ) | (59,785 | ) | ||
Total stockholders' equity | 11,492,696 | 10,445 | ||||
Total liabilities and stockholders' equity | $ | 12,548,556 | $ | 27,128 | ||
Nature and continuance of operations (Note 1) | ||||||
Subsequent events (Note 12) |
The accompanying notes are an integral part of these financial statements.
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AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
STATEMENTS OF OPERATIONS |
(Expressed in United States Dollars) |
Inception | |||||||||
(March 23, | |||||||||
Year Ended | Year Ended | 2005) to | |||||||
February 29, | February 28, | February 29, | |||||||
2008 | 2007 | 2008 | |||||||
Expenses | |||||||||
Consulting fees (Note 6) | $ | 72,849 | $ | - | $ | 72,849 | |||
Depreciation | 2,032 | - | 2,032 | ||||||
Financing costs (Note 6) | 761,565 | - | 761,565 | ||||||
General and administrative | 42,517 | 5,295 | 50,883 | ||||||
Investor relations | 147,369 | - | 147,369 | ||||||
Legal and audit | 198,231 | 18,169 | 229,400 | ||||||
Management fees (Notes 6 and 7) | 573,609 | 6,000 | 585,109 | ||||||
Mineral property expenditures (Note 5) | 1,204,528 | 7,000 | 1,213,278 | ||||||
Loss before other item | (3,002,700 | ) | (36,464 | ) | (3,062,485 | ) | |||
Interest income | 106,527 | - | 106,527 | ||||||
Net Loss | $ | (2,896,173 | ) | $ | (36,464 | ) | $ | (2,955,958 | ) |
Basic and diluted loss per share | $ | (0.03 | ) | $ | (0.00 | ) | |||
Weighted average number | |||||||||
of shares outstanding | 100,404,282 | 258,090,727 |
The accompanying notes are an integral part of these financial statements.
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AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
STATEMENT OF STOCKHOLDERS’ EQUITY |
(Expressed in United States Dollars) |
Deficit | ||||||||||||||||||
Accumulated | ||||||||||||||||||
During the | Total | |||||||||||||||||
Number of | Additional | Donated | Exploration | Stockholders' | ||||||||||||||
common | Par Value | Paid-in | Capital | Stage | Equity | |||||||||||||
shares | Capital | |||||||||||||||||
Balance, March 23, 2005 | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||
(date of inception) | ||||||||||||||||||
Shares issued: | ||||||||||||||||||
Initial capitalization | 250,000,000 | 2,500 | (2,450 | ) | - | - | 50 | |||||||||||
Donated services | - | - | - | 8,250 | - | 8,250 | ||||||||||||
Net loss for the period | - | - | - | - | (23,321 | ) | (23,321 | ) | ||||||||||
Balance, February 28, 2006 | 250,000,000 | 2,500 | (2,450 | ) | 8,250 | (23,321 | ) | (15,021 | ) | |||||||||
Shares issued: | ||||||||||||||||||
Private placement | 26,487,500 | 265 | 52,665 | - | - | 52,930 | ||||||||||||
Donated services | - | - | - | 9,000 | - | 9,000 | ||||||||||||
Net loss for the year | - | - | - | (36,464 | ) | (36,464 | ) | |||||||||||
Balance, February 28, 2007 | 276,487,500 | 2,765 | 50,215 | 17,250 | (59,785 | ) | 10,445 | |||||||||||
Shares issued: | ||||||||||||||||||
Private placements | 8,461,829 | 85 | 6,346,285 | - | - | 6,346,370 | ||||||||||||
For purchase of mineral rights | 6,000,000 | 60 | 7,859,940 | - | - | 7,860,000 | ||||||||||||
Common stock subscribed | - | |||||||||||||||||
Shares returned to treasury | (245,000,000 | ) | (2,450 | ) | 2,450 | - | - | - | ||||||||||
Share issue costs | - | - | (283,444 | ) | - | - | (283,444 | ) | ||||||||||
Finders' fee | 258,296 | 2 | (2 | ) | - | - | - | |||||||||||
Donated services | - | - | - | 4,500 | - | 4,500 | ||||||||||||
Stock-based compensation | - | - | 450,998 | - | - | 450,998 | ||||||||||||
Net loss for the year | - | - | - | - | (2,896,173 | ) | (2,896,173 | ) | ||||||||||
Balance, February 29, 2008 | 46,207,625 | $ | 462 | $ | 14,426,442 | $ | 21,750 | $ | (2,955,958 | ) | $ | 11,492,696 |
On April 10, 2007, the Company effected a 50:1 forward stock split of the authorized, issued and outstanding common stock (Note 6). All share and per share amounts have been retroactively adjusted for all periods presented.
The accompanying notes are an integral part of these financial statements.
12
AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
STATEMENTS OF CASH FLOWS |
(Expressed in United States Dollars) |
Inception | |||||||||
(March 23, | |||||||||
Year Ended | Year Ended | 2005) to | |||||||
February 29, | February 28, | February 29, | |||||||
2008 | 2007 | 2008 | |||||||
(Restated – | |||||||||
Note 13) | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
Net loss | $ | (2,896,173 | ) | $ | (36,464 | ) | $ | (2,955,958 | ) |
Items not affecting cash: | |||||||||
Depreciation | 2,032 | - | 2,032 | ||||||
Donated rent and services | 4,500 | 9,000 | 21,750 | ||||||
Stock-based compensation | 450,998 | - | 450,998 | ||||||
Changes in assets and liabilities: | |||||||||
Prepaid expenses | (275,000 | ) | - | (275,000 | ) | ||||
Due to Strathmore Resources (US) Ltd. | 158,582 | - | 158,582 | ||||||
Due to related party | (15,183 | ) | 3,143 | - | |||||
Accounts payable and accrued liabilities | 895,778 | (1,500 | ) | 897,278 | |||||
Net cash used in operating activities | (1,674,466 | ) | (25,821 | ) | (1,700,318 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||
Proceeds from issuance of capital stock | 6,346,370 | 52,930 | 6,399,350 | ||||||
Cost of share issuance | (283,444 | ) | - | (283,444 | ) | ||||
Net cash provided by financing activities | 6,062,926 | 52,930 | 6,115,906 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
Acquisition of mineral rights | (300,000 | ) | - | (300,000 | ) | ||||
Purchase of equipment | (10,992 | ) | - | (10,992 | ) | ||||
Net cash used in investing activities | (310,992 | ) | - | (310,992 | ) | ||||
Change in cash and cash equivalents | |||||||||
during the period | 4,077,468 | 27,109 | 4,104,596 | ||||||
Cash and cash equivalents, beginning of period | 27,128 | 19 | - | ||||||
Cash and cash equivalents, end of period | $ | 4,104,596 | $ | 27,128 | $ | 4,104,596 | |||
Cash paid for interest during the period | $ | - | $ | - | |||||
Cash paid for income taxes during the period | $ | - | $ | - | |||||
Supplemental disclosure with respect to cash flows (Note 10) |
The accompanying notes are an integral part of these financial statements.
13
AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
February 29, 2008 |
(Expressed in United States Dollars) |
1. | NATURE AND CONTINUANCE OF OPERATIONS |
American Uranium Corporation (the “Company”) was incorporated in the State of Nevada on March 23, 2005 under the name Alpine Resources Corporation. On April 10, 2007, the Company changed its name to “American Uranium Corporation” by merging with its wholly owned subsidiary named “American Uranium Corporation”, a Nevada Corporation formed specifically for that purpose. On April 10, 2007, the Company effected a 50:1 forward stock split of the authorized, issued and outstanding common stock. As a result, the authorized share capital increased from 100,000,000 shares of common stock to 5,000,000,000 shares of common stock with no change in par value. The issued and outstanding share capital increased from 5,529,750 shares of common stock to 276,487,500 shares of common stock. All share and per share amounts have been retroactively adjusted for all periods presented. | |
The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Statement No.7 and Securities and Exchange Commission (“SEC”) Industry Guide 7. The Company’s principal business is the acquisition and exploration of mineral property interests in the United States. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable. | |
These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As at February 29, 2008, the Company has not generated revenues and has accumulated losses of $2,955,958 since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. To mitigate this risk, management plans to obtain additional equity financing if possible, or to curtail operations, thereby conserving cash resources. | |
2. | SIGNIFICANT ACCOUNTING POLICIES |
These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America. | |
Use of estimates | |
The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, asset impairment, stock- based compensation and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. |
14
AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
February 29, 2008 |
(Expressed in United States Dollars) |
2. | SIGNIFICANT ACCOUNTING POLICIES(continued) |
Cash and cash equivalents | |
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. Cash and cash equivalents consist entirely of cash on deposit with high quality major financial institutions. | |
Equipment | |
Equipment, consisting of office and computer equipment, is recorded at cost less accumulated depreciation. Depreciation is recorded on a declining balance basis at rates ranging from 20% to 30% per annum. | |
Mineral property interests | |
The Company follows a policy of expensing exploration expenditures as incurred . Such expenditures include exploration and administration expenditures. Mineral property acquisition costs are capitalized when incurred and are classified as tangible assets and are evaluated for impairment and written down as required. | |
Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that the Company will continue exploration on such project. The Company does not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate. | |
If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values. | |
The Company’s exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. | |
The accumulated costs of properties that are developed on the stage of commercial production will be amortized to operations through unit-of-production depletion. | |
Asset retirement obligation | |
The Company records the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets in accordance with Statements of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations". The initial recognition of any liability will be capitalized as part of the asset cost and depreciated over its estimated useful life. To date, the Company has not incurred any asset retirement obligations. |
15
AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
February 29, 2008 |
(Expressed in United States Dollars) |
2. | SIGNIFICANT ACCOUNTING POLICIES(continued) |
Impairment of long-lived assets | |
Long-lived assets are continually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. | |
Stock-based compensation | |
Effective March 1, 2007, the Company adopted SFAS No. 123(revised), “Share-Based Payment” (“SFAS 123(R)”) utilizing the modified prospective approach. The Company records stock-based compensation in accordance with SFAS No. 123R “Accounting for Stock-based Compensation” (“SFAS 123R”), and applies the recommendations of this standard using the modified prospective method. Under this application, the Company is required to record compensation expense, based on the fair value of the awards, for all awards granted after the date of the adoption and for the unvested portion of previously granted awards that remain outstanding as at the date of adoption. Prior to the adoption of SAFS 123R, the Company did not issue any compensation awards. | |
Income taxes | |
The Company follows the asset and liability method of accounting for income taxes in accordance with Statements of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under this method, deferred income taxes are recognized for the deferred income tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective income tax bases (temporary differences). Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on future income tax assets and liabilities of a change in tax rates is included in income in the period in which the change occurs. | |
The amount of future income tax assets recognized is limited to the amount that is more likely than not to be realized. | |
In June 2006, the FASB issued Interpretation No.48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement 109” (“FIN 48”). This interpretation clarifies the recognition threshold and measurement of a tax position taken or expected to be taken on a tax return, and requires expanded disclosure with respect to the uncertainty in income taxes. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. The Company adopted the provisions of FIN 48 on March 1, 2007 (Note 8). | |
Foreign currency transactions | |
The functional currency of the Company is the United States dollar. Accordingly, monetary assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date while non- monetary assets and liabilities denominated in a foreign currency are translated at historical rates. Revenue and expense items denominated in a foreign currency are translated at exchange rates prevailing when such items are recognized in the statement of operations. Exchange gains or losses arising on translation of foreign currency items are included in the statement of operations. |
16
AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
February 29, 2008 |
(Expressed in United States Dollars) |
2. | SIGNIFICANT ACCOUNTING POLICIES(continued) |
Comprehensive loss | |
SFAS No. 130, “Reporting Comprehensive Income” establishes standards for the reporting of comprehensive loss and its components in the financial statements. As at February 29, 2008 and February 28, 2007, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | |
Financial Instruments | |
Financial instruments which include cash, accrued liabilities and due to Strathmore Resources (US) Ltd. were estimated to approximate their carrying values due to the immediate short-term maturity of these financial instruments. Some of the Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign currency exchange rates and the degree of volatility of those rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. | |
Net loss per share | |
Basic net loss per share is computed by dividing the net loss for the period attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic loss per share) and potentially dilutive shares of common stock. Diluted net loss per share is not presented separately from basic net loss per share as the conversion of outstanding stock options and warrants into common shares would be anti-dilutive. At February 29, 2008, the total number of potentially dilutive shares of common stock excluded from basic net loss per share was 5,630,915 (February 28, 2007 – Nil). | |
Recent accounting pronouncements | |
In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements.” Among other requirements, SFAS 157 defines fair value and establishes a framework for measuring fair value and also expands disclosure about the use of fair value to measure assets and liabilities. SFAS 157 is effective for fiscal years beginning after November 15, 2007. | |
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” including an amendment of FASB Statement No. 115. This pronouncement permits entities to choose to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. SFAS 159 is effective for fiscal years beginning November 15, 2007, and early application is allowed under certain circumstances. | |
In December 2007, the FASB issued SFAS No. 141R, “Business Combinations” which changes how business acquisitions are accounted. SFAS 141R requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard will, among other things, impact the determination of acquisition-date fair value of consideration paid in a business combination (including contingent considerations); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies, acquisition- related restructuring costs, in-process research and development, indemnification assets and tax benefits. SFAS No. 141R is effective for business combinations and adjustments to an acquired entity’s deferred tax asset and liability balances occurring after December 31, 2008. |
17
AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
February 29, 2008 |
(Expressed in United States Dollars) |
2. | SIGNIFICANT ACCOUNTING POLICIES(continued) |
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statement, an amendment of ARB No. 51,” which establishes new standards governing the accounting for and reporting of noncontrolling interests (NCI) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs (previously referred to as minority interests) be treated as a separate component of equity, not as a liability; that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions, rather than as step acquisitions or dilution gains or losses; and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. This standard also requires changes to certain presentation and disclosure requirements. SFAS No. 160 is effective beginning January 1, 2009. The provisions of the standard are to be applied to all NCI’s prospectively, except for the presentation and disclosure requirements, which are to be applied retrospectively to all periods presented. | |
The adoption of these new pronouncements is not expected to have a material effect on the Company’s financial position or results of operations. | |
3. | PREPAID EXPENSES |
At February 29, 2008, the Company advanced $275,000 to an investor relations consultant for services to take place in March and April 2008. The Company subsequently cancelled the contract and received a refund of $200,488 after deduction of costs incurred and services performed subsequent to February 29, 2008. | |
4. | EQUIPMENT |
February 29, | February 28, | ||||||||||||
2008 | 2007 | ||||||||||||
Accumulated | Net Book | Net Book | |||||||||||
Cost | Depreciation | Value | Value | ||||||||||
Office equipment | $ | 3,153 | $ | 379 | $ | 2,774 | $ | - | |||||
Computer equipment | 7,839 | 1,653 | 6,186 | - | |||||||||
$ | 10,992 | $ | 2,032 | $ | 8,960 | $ | - |
5. | MINERAL PROPERTY INTERESTS | |
a) | On March 23, 2005 the Company acquired a 100% interest in certain mineral claims in the Nanaimo Mining Division, British Columbia, Canada, in consideration for $1,750. The claims are registered in the name of former President of the Company, who executed a trust agreement whereby the former President agreed to hold the claims in trust on behalf of the Company. The Company had not determined whether the mineral claim contains mineralized material and consequently wrote off all mineral right acquisition costs to operations in 2006 fiscal period. | |
b) | Effective August 20, 2007, the Company entered into an option agreement with Strathmore Resources (US) Ltd (“Strathmore”) to earn up to a 60% interest in the Pinetree-Reno Creek uranium properties located in Campbell County, Wyoming. The properties are held by AUC, LLC, wholly-owned by Strathmore, and the Company will effectively earn an interest in the properties by earning an interest in the LLC. To earn its interest, the Company will: |
- Issue 6,000,000 shares of common stock (issued at a value of $7,860,000);
18
AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
February 29, 2008 |
(Expressed in United States Dollars) |
5. | MINERAL PROPERTY INTERESTS(continued) |
Reimburse Strathmore 100% of the expenditures incurred by Strathmore for the property, up to a maximum of $300,000 (paid), plus any funds spent by Strathmore to acquire additional uranium leases (which will then form part of the property); and
Contribute a total of $33,000,000 in expenditures on the property over a six year period, of which $1,500,000 must be incurred in the first year, $1,500,000 in the second year, $2,000,000 in the third year , and $28,000,000 before the end of the sixth year.
The Company will have earned a 22.5% interest once $12,375,000 of the required expenditures has been incurred. The remaining 37.5% interest will be earned upon incurring the balance of $20,625,000 in required expenditures. Strathmore is the operator of the property until the Company has earned a 60% interest. As at February 29, 2008, the Company owes Strathmore, as operator, $158,582 towards exploration work on the property.
Subsequent to the agreement with Strathmore, a director of Strathmore became a director of the Company. In January 2008, that director resigned as a director of the Company.
Mineral property interests are summarized as follows:
February 29, | February 28, | ||||||
2008 | 2007 | ||||||
Pinetree/Reno Creek | |||||||
Balance, beginning of year | $ | - | $ | - | |||
Issuance of 6,000,000 common shares | 7,860,000 | - | |||||
Payment to optionor | 300,000 | - | |||||
Balance, end of year | $ | 8,160,000 | $ | - |
Mineral property expenditures are summarized as follows:
Inception | ||||||||||
(March 23, | ||||||||||
Year Ended | Year Ended | 2005) to | ||||||||
February 29, | February 28, | February 29, | ||||||||
2008 | 2007 | 2008 | ||||||||
Pinetree/Reno Creck | ||||||||||
Claim maintenance | $ | 99,407 | $ | - | $ | 99,407 | ||||
Camp and field supplies | 699 | - | 699 | |||||||
Environmental & permitting | 86,321 | 86,321 | ||||||||
Geological and geophysical (1) | 1,002,161 | - | 1,002,161 | |||||||
Travel and accommodation | 15,940 | - | 15,940 | |||||||
1,204,528 | - | 1,204,528 | ||||||||
Other | - | 7,000 | 8,750 | |||||||
�� | ||||||||||
$ | 1,204,528 | $ | 7,000 | $ | 1,213,278 |
19
AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
February 29, 2008 |
(Expressed in United States Dollars) |
5. | MINERAL PROPERTY INTERESTS(continued) | |
(1) | In October, 2007, the Company purchased certain drill data for its mineral property interest at Reno Creek. The data for the property was acquired for $950,000 pursuant to a data purchase agreement with Power Resources, Inc. | |
6. | COMMON STOCK | |
On April 10, 2007, the Company effected a 50:1 forward stock split of the authorized, issued and outstanding common stock. As a result, the authorized share capital increased from 100,000,000 shares of common stock to 5,000,000,000 shares of common stock with no change in par value. All share and per share amounts have been retroactively adjusted for all periods presented. | ||
Share issuances | ||
On March 23, 2005, the Company issued 250,000,000 founder shares (post split) to the former President of the Company at a price of $0.0000002 per share for cash proceeds of $50. | ||
On September 8, 2006, the Company issued 26,487,500 shares of common stock (post split) at a price of $0.0019983 per share for proceeds of $52,930. | ||
On June 1, 2007, the current President of the Company returned, for no consideration, 245,000,000 post-split shares of common stock to treasury for cancellation. | ||
On August 24, 2007, the Company issued 6,000,000 shares of common stock with a value of $7,860,000 pursuant to an option agreement with Strathmore (Note 5). | ||
In August 2007, the Company completed a private placement consisting of 8,086,829 units at a price of $0.75 per unit for aggregate proceeds of $6,065,125. Each unit consisted of one common share and one-half of one share purchase warrant, One whole warrant is exercisable into one additional common share at a price of US $1.25 per share until August 23, 2009. The Company agreed to issue finders’ fees to various finders regarding all investors at a rate of 7.5%, up to half to be issued in stock and the remainder in cash. | ||
In September 2007, the Company issued 258,296 common shares for finders’ fees with a value of $348,700 of which $2 was credited to common stock and $348,698 was credited to additional paid-in capital. The fair value of $348,700 was also charged to additional paid-in capital as a cost of share issuance. The cash portion of finders’ fees paid amounted to $283,444 and was also charged to additional paid-in capital as a cost of share issuance. | ||
In January 2008, the Company completed a private placement consisting of 375,000 units at a price of $0.75 per unit for aggregate proceeds of $281,250. Each unit consisted of one common share and one-half of one share purchase warrant, One whole warrant is exercisable into one additional common share at a price of $1.25 per share until August 23, 2009. The Company agreed to issue finders’ fees to various finders regarding all investors at a rate of 7.5%, up to half to be issued in stock and the remainder in cash. | ||
The Company agreed to use its best efforts to register the August 2007 and January 2008 private placement common shares for resale by the purchasers within 180 days of issue. The Company also agreed, if the shares had not been registered by that date, to pay as a penalty to each purchaser an amount equal to 2% of the amount invested for each month that the shares remained unregistered, to a maximum of 6 months. At February 29, 2008, the shares had not been registered for resale and, as a consequence, the Company has accrued in accounts payable the full penalty as a financing cost in the amount of $761,565. |
20
AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
February 29, 2008 |
(Expressed in United States Dollars) |
6. | COMMON STOCK(continued)Share purchase warrants |
Share purchase warrant transactions are summarized as follows: |
Weighted | |||||||
Average | |||||||
Number of | Exercise | ||||||
Warrants | Price | ||||||
Balance at February 28, 2007 | - | $ | - | ||||
Issued | 4,230,915 | 1.25 | |||||
Balance at February 29, 2008 | 4,230,915 | $ | 1.25 |
At February 29, 2008, the following share purchase warrants were outstanding:
Exercise | |||
Number of Warrants | Price | Expiry Date | |
4,230,915 | $ 1.25 | August 23, 2009 |
Stock options
The Company adopted a Stock Option Plan dated September 15, 2007 under which the Company is authorized to grant stock options to acquire up to a total of 5,000,000 shares of common stock. At February 29, 2008, the Company had 3,525,000 shares of common stock available to be issued under the Plan.
As disclosed in the Summary of Significant Accounting Policies, the Company adopted SFAS No.123R commencing on August 1, 2006. Effective with the adoption SFAS No.123R, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of stock options granted. In accordance with SFAS No. 123R for employees, the compensation expense is amortized on a straight-line basis over the requisite service period which approximates the vesting period. Compensation expense for stock options granted to non-employees is amortized over the contract services period or, if none exists, from the date of grant until the options vest. Compensation associated with unvested options granted to non-employees is re-measured on each balance sheet date using the Black-Scholes option pricing model.
The Company uses historical data to estimate option exercise, forfeiture and employee termination within the valuation model. For non-employees, the expected term of the options approximates the full term of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The Company has not paid and does not anticipate paying dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. In addition, SFAS No. 123R requires companies to utilize an estimated forfeiture rate when calculating the expense for the reporting period. Based on the best estimate, management applied the estimated forfeiture rate of Nil in determining the expense recorded in the accompanying Statements of Operations.
21
AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
February 29, 2008 |
(Expressed in United States Dollars) |
6. | COMMON STOCK(continued) |
Stock option transactions are summarized as follows: |
Weighted | |||||||
Number of | Average | ||||||
Options | Exercise | ||||||
Balance at February 28, 2007 | - | $ | - | ||||
Granted | 1,475,000 | $ | 1.10 | ||||
Cancelled | (75,000 | ) | $ | 1.50 | |||
Balance at February 29, 2008 | 1,400,000 | $ | 1.08 |
The weighted average fair value per stock option granted during the year ended February 29, 2008 was $0.92 ( 2007 - -$Nil).
At February 29, 2008, the following stock options were outstanding and exercisable:
Exerciseable at | Exercise | |||||||||
Number of Options | February 29, 2008 | Price | Expiry Date | |||||||
500,000 | 125,000 | $ | 1.20 | September 15, 2012 | ||||||
300,000 | 75,000 | 1.20 | September 20, 2012 | |||||||
300,000 | 75,000 | 1.00 | January 15, 2013 | |||||||
300,000 | 75,000 | 0.85 | February 14, 2013 | |||||||
1,400,000 | 350,000 |
As at February 29, 2008, the total number of in-the-money options was Nil and the aggregate intrinsic value was $Nil.
Stock-based compensation
The fair value of stock options granted during the year ended February 29, 2008 was $1,351,409 (2007 - $Nil). The fair value of stock options granted is being recognized over the options’ vesting periods as stock-based compensation which has been recorded in the statements of operations as follows with a corresponding credit to additional paid-in capital:
Inception | ||||||||||
(March 23, | ||||||||||
Year Ended | Year Ended | 2005) to | ||||||||
February 29, | February 28, | February 29, | ||||||||
2008 | 2007 | 2008 | ||||||||
Expenses | ||||||||||
Consulting fees | $ | 36,814 | $ | - | $ | 36,814 | ||||
Management fees | 414,184 | - | 414,184 | |||||||
$ | 450,998 | $ | - | $ | 450,998 |
22
AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
February 29, 2008 |
(Expressed in United States Dollars) |
6. | COMMON STOCK(continued) |
The following weighted-average assumptions were used for the Black-Scholes valuation of stock options granted: |
Year Ended | Year Ended | ||||||
February 29, | February 28, | ||||||
2008 | 2007 | ||||||
Risk-free interest rate | 3.29% | - | |||||
Expected life of options (years) | 5.0 | - | |||||
Annualized volatility | 118% | - | |||||
Dividend rate | 0% | - |
7. | RELATED PARTY TRANSACTIONS |
The Company entered into the following transactions with related parties during the year ended February 29, 2008: | |
Paid or accrued management fees of $159,425 (2007 - $Nil) to directors and officers of the Company. | |
Recognized a total of $3,000 (2007 - $6,000) for donated services and $1,500 (2007 - $3,000) for donated rent provided by the former President and Director of the Company. | |
As at February 28, 2007, the Company owed the former President and Director of the Company $15,183 for expenses paid on behalf of the Company. | |
These transactions were in the normal course of operations and were measured at the exchange amount which represented the amount of consideration established and agreed to by the related parties. | |
8. | INCOME TAXES |
The significant components of the Company's future income tax assets are as follows: |
February 29, | February 28, | ||||||
2008 | 2007 | ||||||
Future income tax assets: | |||||||
Operating loss carry forwards | $ | 421,820 | $ | 10,018 | |||
Resource expenditures | 410,230 | - | |||||
Valuation allowance | (832,050 | ) | (10,018 | ) | |||
Net future income tax assets | $ | - | - |
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AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
February 29, 2008 |
(Expressed in United States Dollars) |
8. | INCOME TAXES(continued) |
A reconciliation of income taxes at statutory rates with the reported taxes is as follows: |
Year Ended | Year Ended | ||||||
February 29, | February 28, | ||||||
2008 | 2007 | ||||||
Loss for the year | $ | (2,896,173 | ) | $ | (36,464 | ) | |
Statutory rate | 34% | 34% | |||||
Expected income tax recovery | 984,699 | 12,398 | |||||
Items not deductible for tax purposes | (154,030 | ) | 0 | ||||
Unrecognized benefits of operating losses | (830,669 | ) | (12,398 | ) | |||
Total income taxes | $ | - | - |
The Company has available for deduction against future taxable income non-capital losses of approximately $1,200,000 in the United States of America. These losses, if not utilized, will expire through 2028. Future tax benefits which may arise as a result of these tax assets have been offset in these financial statements by a valuation allowance.
The Company adopted the provisions of FIN 48 on March 1, 2007. No cumulative effect adjustment to the March 1, 2007 balance of the Company’s deficit was required upon the implementation of FIN 48. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. As of February 29, 2008, there was no accrued interest or accrued penalties. The Company files income tax returns in the United States of America. The Company’s United States income tax returns are open from 2006 through 2008.
9. | SEGMENT INFORMATION |
The Company operates in one business segment being the exploration of mineral property interests. Geographic information is as follows: |
February 29, | February 28, | ||||||
2008 | 2007 | ||||||
Identifiable assets | |||||||
Canada | $ | 4,104,596 | $ | - | |||
United States | 8,443,960 | 27,128 | |||||
$ | 12,548,556 | $ | 27,128 |
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AMERICAN URANIUM CORPORATION |
(Formerly Alpine Resources Corporation) |
(An Exploration Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
February 29, 2008 |
(Expressed in United States Dollars) |
9. | SEGMENT INFORMATION(continued) |
Year Ended | Year Ended | ||||||
February 29, | February 28, | ||||||
2008 | 2007 | ||||||
Loss for the period | |||||||
Canada | $ | 1,316,976 | $ | - | |||
United States | 1,579,197 | 36,464 | |||||
$ | 2,896,173 | $ | 36,464 |
10. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS | |
The significant non-cash transaction for the year ended February 29, 2008 consisted of: | ||
a) | the issuance of 6,000,000 common shares in payment of mineral property interests with an estimated fair value of $7,860,000 (Note 5) and | |
b) | the issuance of 258,296 common shares for finders’ fees with an estimated fair value of $193,722 (Note 6) | |
Cash and cash equivalents consist entirely of cash on deposit. | ||
11. | COMMITMENTS | |
In August 2007, the Company entered into a contract with an investor relations consultant. The fees for services were $7,000 per month and the issuance of 800,000 stock options exercisable at $1.25 per share for a five year term. In the event of termination, there is a ninety day period to exercise the options. At February 29, 2008, the stock options had not been granted. In May 2008, the Company gave the consultant notice of termination of the contract. To date, the Company has not issued the options to the consultant. | ||
12. | SUBSEQUENT EVENTS | |
On March 14, 2008, the Company granted to a consultant 250,000 stock options at an exercise price of $0.80 per share, exercisable until March 14, 2012. | ||
13. | RESTATEMENT | |
Subsequent to the issuance of the February 28, 2007 financial statements, the Company has corrected an error in the presentation of the mineral exploration costs on the statements of cash flows for the year ended February 28, 2007. As a result, the net cash used in operating activities for the year ended February 28, 2007 has increased by $7,000 (from $18,821 to $25,821); the net cash used in investing activities for the year ended February 28, 2007 has decreased by $7,000 (from $7,000 to Nil). | ||
There was no impact on the balance sheet, net loss and net loss per share for the year. |
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL MATTERS
Effective October 6, 2007, Telford Sadovnick, P.L.L.C. resigned as our company’s auditors. We engaged the firm of BDO Dunwoody LLP to re-audit the financial statements for the fiscal year of 2007.
Telford Sadovnick stated that they were resigning as our independent auditor due to the fact that they had withdrawn their registration with the Public Company Accountability Oversight Board and is no longer able to audit U.S. issuers.
BDO Dunwoody LLP reports on our financial statements for the year ended February 28, 2007 and the period from inception (March 23, 2005) to February 28, 2007 did not contain an adverse opinion or disclaimer of opinion, nor were they modified or qualified as to uncertainty, audit scope or accounting principles with the exception of a statement regarding the uncertainty of our company’s ability to continue as a going concern.
During the year ended February 28, 2007 and the period from inception (March 23, 2005) to February 28, 2007, there have been no disagreements with BDO Dunwoody LLP on any matter of accounting principles or practices, financial statements disclosure, or auditing scope procedures.
On January 7, 2008, our board of directors appointed Davidson & Company LLP, Chartered Accountants as our company’s new independent registered public accounting firm following the resignation of Telford. Prior to its appointment as independent accountants, our company did not consult Davidson & Company LLP on any of the matters referenced in Item 304 of Regulation S-K.
On September 30, 2008, Davidson & Company LLP, was dismissed independent accountant. The report of Davidson regarding the Company's financial statements for the fiscal year ended February 29, 2008 did not contain any adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report on our financial statements contained an explanatory paragraph in respect to uncertainty as to the Company’s ability to continue as a going concern.
During the year ended February 29, 2008 and during the period from the end of the most recently completed fiscal quarter through to September 30, 2008, the date of dismissal, there were no disagreements with Davidson on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Davidson would have caused it to make reference to the subject matter of the disagreements in connection with its report.
On September 30, 2008, we engaged BDO Dunwoody LLP, independent registered accountants, as our independent accountant and to re-audit the 2007 financial statements. Prior to the engagement of BDO, we did not consult with BDO regarding either:
(a) | the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that BDO concluded was an important factor we considered in reaching a decision as to the accounting, auditing or financial reporting issue; or | |
(b) | any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K), or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). |
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ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate our internal control over financial reporting described below. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principals.
Based on its evaluation, our management, with the participation of our principal executive and principal financial officer, concluded that as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were not effective.
Management conducted an evaluation of the design and operation of our internal control over financial reporting as of February 29, 2008 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.
In performing the assessment, our management concluded that as of the end of the period covered by this Annual Report on Form 10-K our internal control over financial reporting was not effective. Our management identified several material weaknesses in our internal control processes. These weaknesses included inadequate security, inadequate restricted access to systems and insufficient disaster recovery plans. Management has also identified material weaknesses in our internal control processes over procurement and disbursements, primarily related to lack of segregations of duties.
More specifically, management has identified the following weaknesses:
- The Company does not have a code of ethics
- There is no whistleblower policy
- There is no audit committee
- The Board does not exercise oversight over financial reporting
- The small number of staff does not permit segregation of duties
- There are no established purchasing authorities
- Project plan and budget controls in the operating agreement with Strathmore are not followed
- There is no review by our company of backup for expenditures by Strathmore
- There is no independent check on stock-based compensation calculations
- Shares outstanding not reconciled to transfer agent on regular basis
- Tax returns are not filed timely
This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the SEC that permit our company to provide only management's report in this annual report on Form 10-K.
Changes in Internal Controls over Financial Reporting
27
During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. We plan to implement changes in internal control over financial reporting during our fiscal year ending February 28, 2009 in order to mitigate existing weaknesses.
Our management, including our Chief Executive Officer (who is also our principal executive officer) and our Chief Financial Officer (who is also our principal financial officer and our principal accounting officer), does not expect that our disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurances that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and that the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurances that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation
The particulars of compensation paid to the following persons:
- our principal executive officer;
- each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended February 29, 2008; and
- up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year,
who we will collectively refer to as the named executive officers, for our year ended February 29, 2008, are set out in the following summary compensation table:
Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards(5) ($) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (i) | Total ($) (j) |
Robert A. Rich(1) President, CEO, CFO, Secretary, Treasurer, and Director | 2008 | 135,000 | Nil | Nil | 248,335 | Nil | Nil | Nil | 373,335 |
Hamish Malkin (2) Former CFO, Treasurer and Director | 2008 | 20,500 | Nil | Nil | 498,949 | Nil | Nil | Nil | 519,449 |
Mir Huculak(3) Former President, CEO, CFO, Secretary, Treasurer and Director | 2008 2007 2006 | Nil Nil Nil | Nil Nil Nil | Nil Nil Nil | Nil | Nil Nil Nil | Nil Nil Nil | Nil 6,000 (4) 5,500 (4) | Nil 6,000 5,500 |
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(1) Robert A. Rich was appointed as our President, Chief Executive Officer, Secretary, Treasurer and a director on April 19, 2007. He resigned as Treasurer on September 15, 2007 but was again appointed treasurer, as well as Chief Financial Officer on June 27, 2008.
Robert Rich was paid $15,000 per month for his services to our company. His only other compensation is participation as a Director in the Company’s Stock Option Plan, which provides the opportunity to purchase up to 300,000 shares of the Company’s stock over 3 years.
(2) Hamish Malkin was appointed as our Chief Financial Officer, Treasurer and a director on September 15, 2007. Mr. Malkin resigned from all positions with our company on June 27, 2008.
Hamish Malkin, until he left our company June 27, 2008, was paid $3,000 to $5,000 per month (depending on workload) for the services he provided to our company as its CFO. In this capacity, he also received a stock option, which provided the opportunity to purchase up to 200,000 shares of our stock over 3 years. As a Director, Mr. Malkin was given stock options that provided him with the opportunity to purchase up to 300,000 shares over 3 years. Those option terminated following his resignation.
(3) Mir Huculak was appointed as our president, principal executive officer, principal financial officer, secretary, treasurer and a director on March 23, 2005, he resigned as our President on April 19, 2007 and as principal executive officer, principal financial officer, secretary, treasurer and a director on May 29, 2007.
(4)This amount represents management fees that were accrued but never paid to Mr. Huculak. The company has accounted for these fees as donated services.
(5)The exercise price for stock options were set at the fair market price at the time of grant. There has been no re-pricing of exercise price, extension of exercise period or other material changes.
Material Terms of Agreements
As of February 29, 2008, we did not have a written agreement with Robert Rich our sole officer and a director. From his first date of appointment on April 19, 2007 to June 1, 2007, he did not earn or accrue a salary when under a verbal agreement with our company's founders, he began being paid US$15,000 per month. His expenses were reimbursed for all ordinary out of pocket travel and other expenses related to his providing services to our company. Also, during this time, we did not purchase healthcare insurance or director and officer insurance for Mr. Rich.
As of January 1, 2009, we have a written agreement with Robert Rich, our principal executive and principal financial office. Pursuant to the agreement, Bob Rich’s salary will be $20,000 per month, starting with January 2009.
Mr. Rich works an average of approximately 160 hours per month in fulfilling his role in the company.
Mr. Rich is reimbursed for all ordinary out of pocket travel and other expenses related to his providing services to the Company.
We do not purchase healthcare insurance, but do purchase director and officer insurance for Mr. Rich.
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Director Compensation Policy
Our board of directors has received no compensation other than stock options to date and there are no plans to compensate them in the near future, unless and until we begin to realize revenues and become profitable in our business operations.
The table below shows the compensation of our directors for our last completed fiscal year ended February 29, 2008:
DIRECTOR COMPENSATION | |||||||
Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) (c) | Option Awards(3) ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | All Other Compensation ($) (g) | Total ($) (h) |
Devinder Randhawa(1) | Nil | Nil | 299,646 | Nil | Nil | Nil | 299,646 |
Donald Cooper(2) | Nil | Nil | 210,813 | Nil | Nil | Nil | 210,813 |
(1) Devinder Randhawa was appointed as a director on September 20, 2007 and resigned on February 12, 2008. On September 21, 2007, Mr. Randhawa was granted 300,000 common share purchase options for his agreement to serve as a director. The options vested as follows: 25% upon date of issue, 25% after one year, 25% after two years and 25% after 3 years from date of issue. The options have now terminated pursuant to the terms of the stock option agreement because of Mr. Randhawa’s resignation.
(2) Donald Cooper was appointed as a director on February 14, 2008. On February 14, Mr. Cooper was granted 300,000 common share purchase options for his agreement to serve as a director. The options vest as follows: 25% upon date of issue, 25% after one year, 25% after two years and 25% after 3 years from date of issue. The options are exercisable at $0.85 per share and expire on February 14, 2013.
(3)The exercise price for stock options were set at the fair market price at the time of grant. There has been no re-pricing of exercise price, extension of exercise period or other material changes.
Outstanding equity awards at fiscal year-end
Below is a summary of unexercised options; stock that has not vested; and equity incentive plan awards for each named executive officer outstanding as of the end of our last completed fiscal year
Options Awards | Stock Awards | ||||||||
Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) |
Robert A. Rich(1) | 75,000 | 225,000 | Nil | 1.00 | January 15, 2013 | Nil | n/a | Nil | n/a |
Hamish Malkin (2) Former CFO, Treasurer and Director | 125,000 | 375,000 | Nil | 1.20 | September 15, 2012(2) | Nil | n/a | Nil | n/a |
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(1) Robert A. Rich was appointed as our President, Chief Executive Officer, Secretary, Treasurer and a director on April 19, 2007. He resigned as Treasurer on September 15, 2007 but was again appointed treasurer, as well as Chief Financial Officer on June 27, 2008. On January 15, 2008, Mr. Rich was granted 300,000 common share purchase options for his continued agreement to serve as director and officer. The options with vesting terms of 25% upon grant date, 25% on each anniversary year thereafter.
(2) Hamish Malkin was appointed as our Chief Financial Officer, Treasurer and a director on September 15, 2007. Mr. Malkin had received the options for his continued agreement to serve as an officer and director of the company. Mr. Malkin resigned from all positions with our company on June 27, 2008. All exercisable and non-exercisable options have now expired.
Option exercises and stock vested table.
None of our directors, officers or employees has exercised their stock options.
OPTION EXERCISES AND STOCK VESTED | ||||
OPTION AWARDS | STOCK AWARDS | |||
Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) |
Robert A. Rich | Nil | Nil | Nil | Nil |
Hamish Malkin | Nil | Nil | Nil | Nil |
Donald Cooper | Nil | Nil | Nil | Nil |
Devinder Randhawa | Nil | Nil | Nil | Nil |
Raymond Foucault | Nil | Nil | Nil | Nil |
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Exhibits required by Item 601 of Regulation S-K:
Exhibit Number | Description |
3.1 | Articles of Incorporation of the Registrant, attached as an exhibit to the registration statement on Form SB-2 filed on June 21, 2006. |
3.2 | By-laws of the Registrant, attached as an exhibit to the registration statement on Form SB-2 filed on June 21, 2006. |
3.3 | Certificate of Change filed with the Nevada Secretary of State on March 27, 2007 to be effective on April 10, 2007, attached as an exhibit to the current report on Form 8-K filed on April 12, 2007 |
3.4 | Certificate of Change filed with the Nevada Secretary of State on March 27, 2007 to be effective on October 7, 2008, attached as an exhibit to the current report on Form 8-K filed on October 21, 2008. |
4.1 | Specimen Stock Certificate, attached as an exhibit to the registration statement on Form SB-2 filed on June 21, 2006. |
10.1 | Mining Claim, attached as an exhibit to the registration statement on Form SB-2 filed on June 21, 2006. |
10.2 | Affiliate Stock Purchase Agreement, attached as an exhibit to the current report on Form 8-K filed on April 23, 2007. |
10.3 | Letter of Intent, attached as an exhibit to the current report on Form 8-K filed on May 18, 2007. |
31
Exhibit Number | Description |
10.4 | Investor Relations Agreement, attached as an exhibit to the current report on Form 8-K filed on July 5, 2007. |
10.5 | Stock Option and Subscription Agreement, attached as an exhibit to the current report on Form 8-K filed on July 5, 2007. |
10.6 | Option and Joint Venture Agreement dated August 20, 2007, attached as an exhibit to the current report on Form 8-K on September 5, 2007. |
10.7 | Form of Subscription Agreement for Offshore subscribers, attached as an exhibit to the current report on Form 8-K on September 5, 2007. |
10.8 | Form of Subscription Agreement for U.S. subscribers, attached as an exhibit to the current report on Form 8- K on September 5, 2007. |
10.9 | Form of Warrant certificate for Offshore subscribers, attached as an exhibit to the current report on Form 8- K on September 5, 2007. |
10.10 | Form of Warrant certificate for Canadian subscribers, attached as an exhibit to the current report on Form 8- K on September 5, 2007. |
10.11 | Form of Warrant for U.S. subscribers, attached as an exhibit to the current report on Form 8-K on September 5, 2007. |
10.16 | 2007 Stock Option Plan, attached as an exhibit to the current report on Form 8-K with the Commission on September 24, 2007. |
10.17 | Purchase Agreement with Power Resources, Inc., dated October 10, 2007, attached as an exhibit to the current report on Form 8-K on October 10, 2007. |
10.18 | Pinetree-Reno Creek ISR Property Amendment to Option and Joint Venture Agreement, attached as an exhibit to the quarterly report on Form 10-QSB on January 22, 2008. |
10.19 | Form of Subscription Agreement Offshore subscribers (attached as an exhibit to our current report on Form 8-K filed on September 5, 2007) |
10.20 | Form of Subscription Agreement U.S. subscribers (attached as an exhibit to our current report on Form 8-K filed on September 5, 2007) |
10.21 | Form of Warrant certificate Offshore subscribers ( attached as an exhibit to our current report on Form 8-K filed on September 5, 2007) |
10.22 | Form of Warrant U.S. subscribers (attached as an exhibit to our current report on Form 8-K filed on September 5, 2007) |
10.23 | Stock Option Agreement with Robert Rich dated effective January 15, 2008, attached as an exhibit to the current report on Form 8-K on January 23 2008. |
10.25 | Stock Option Agreement with Donald Cooper dated effective February 14, 2008, attached as an exhibit to the current report on Form 8-K on February 20, 2008. |
10.26 | Limited Liability Company Operating Agreement of AUC, LLC dated effective January 3, 2008, attached as an exhibit to the current report on Form 8-K on March 18, 2008. |
10.27 | Stock Option Agreement between the Company and Raymond Foucault dated March 14, 2008, attached as an exhibit to the current report on Form 8-K on April 7, 2008. |
10.28 | Lease and Option Agreement dated September 18, 2008 with Nu Star Exploration LLC, attached as an exhibit to the current report on Form 8-K filed on September 22, 2008. |
10.29 | Stock Option Agreement dated effective August 1, 2007 between the Company and Michael Baybak, attached as an exhibit to our current report on Form 8-K filed on August 8, 2008. |
10.30 | Form of private placement subscription agreement attached as an exhibit to our current reports on Form 8-K filed on December 30, 2008 and Form 8-K/A filed on January 12, 2009 |
10.31 | Voting Trust Agreement attached as an exhibit to our current report on Form 8-K/A filed on January 12, 2009 |
10.32* | |
16.1 | Letter from Davidson & Company LLP dated October 17, 2008 attached as an exhibit to our current report on Form 8-K/A filed on October 23, 2008 |
21.1 | American Uranium Corporation, our 100% owned subsidiary incorporated in Delaware |
31.1* |
32
Exhibit Number | Description |
32.1* | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act Of 2002 |
*filed herewith
33
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN URANIUM CORPORATION
/s/ Robert A. Rich
Robert A. Rich
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date: March 31, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Robert A. Rich
Robert A. Rich
President, Chief Executive Officer Chief Financial Officer, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date: March 31, 2009
/s/ Donald K. Cooper
Donald K. Cooper
Director
Date: March 31, 2009
/s/ Joseph DiStefano
Joseph DiStefano
Director
Date: March 31, 2009